0001047469-09-007133 Sample Contracts

NEGATIVE PLEDGE AGREEMENT
Negative Pledge Agreement • August 3rd, 2009 • Virtusa Corp • Services-computer programming services

THIS NEGATIVE PLEDGE AGREEMENT (this “Agreement”) is made this 31st day of July, 2009 by VIRTUSA CORPORATION, a corporation organized under the laws of the State of Delaware and having its chief executive office at 2000 West Park Drive, Westborough, Massachusetts 01581 (the “Borrower”), in favor of RBS CITIZENS, NATIONAL ASSOCIATION, a national banking corporation with an office at 28 State Street, Boston, Massachusetts 02109 as administrative agent for itself and for the Lenders party to the Credit Agreement as such term is defined below (the “Agent”).

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SECURITY AGREEMENT
Security Agreement • August 3rd, 2009 • Virtusa Corp • Services-computer programming services

This SECURITY AGREEMENT (this “Agreement”) is made as of July 31, 2009 and is given by VIRTUSA CORPORATION, a corporation organized under the laws of the State of Delaware and having its chief executive office at 2000 West Park Drive, Westborough, Massachusetts 01581 (the “Borrower”) to RBS CITIZENS, NATIONAL ASSOCIATION, a national bank having a banking office at 28 State Street, Boston, Massachusetts 02109, as administrative agent for itself and for the Lenders party to the Credit Agreement, as defined below (the “Agent”).

PLEDGE AGREEMENT
Pledge Agreement • August 3rd, 2009 • Virtusa Corp • Services-computer programming services • Massachusetts

This Pledge Agreement (this “Agreement”) is made July 31, 2009 by and between VIRTUSA CORPORATION, a Delaware corporation having its principal offices at 2000 West Park Drive, Westborough, Massachusetts 01581 (the “Borrower”), and RBS CITIZENS, NATIONAL ASSOCIATION, a national bank with a banking office at 28 State Street, Boston, Massachusetts 02109, as administrative agent for itself and for the Lenders which are parties to the Credit Agreement as defined below (the “Agent”).

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